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South Dakota
(State or other jurisdiction of
incorporation or organization)
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46-0306862
(I.R.S. Employer Identification No.)
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201 Daktronics Drive
Brookings SD
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57006 |
(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, No Par Value
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NASDAQ Global Select Market
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Common Stock Purchase Rights
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NASDAQ Global Select Market
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Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
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o
(Do not check if a smaller reporting company.)
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Smaller reporting company
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o
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•
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Video display systems
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•
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Scoring and timing systems
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•
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Message displays
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•
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ITS dynamic message signs
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•
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Audio systems
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•
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Digital billboards
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•
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Digit and price displays
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•
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Automated rigging and hoists
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Markets
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Types of Customers
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Live Events
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Large colleges and universities, professional sports teams and facilities, national and international sports games and federations, civic arenas and convention centers, live entertainment venues, staging and rental, and motor racing.
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Schools and Theatres
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Elementary and secondary schools, small colleges and universities, local recreation centers and theatres.
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Commercial
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Retailers and outdoor advertisers, auto dealers, gaming facilities, petroleum retailers, restaurants and quick-serve restaurants, shopping centers, worship venues, and spectaculars.
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Transportation
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State and local departments of transportation, airlines, airports and related industries, parking facilities and transit authorities.
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•
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Changes in the demand for and mix of products our customers buy
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•
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Our ability to add and train our manufacturing staff in advance of demand
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•
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The market’s pace of technological change
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•
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Variability in our manufacturing productivity
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•
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Long lead times for our plant and equipment expenditures, requiring major financial commitments well in advance of actual production requirements.
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•
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Difficulty integrating the purchased company, products, businesses or technologies into our own business
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•
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Incurring substantial unanticipated integration costs
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•
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Difficult, time-consuming and costly to integrate management information and accounting systems of an acquired business into our current systems
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•
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Assimilating the acquired businesses may divert management attention and financial resources from our other operations, disrupting our ongoing business
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•
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Entering markets in which we have limited prior experience
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•
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Loss of key employees, particularly those of the acquired entity
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•
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Retaining or developing the acquired businesses’ customers
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•
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Adversely affect our existing business relationships with suppliers
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•
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Failure to effectively analyze our return on investment
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•
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Inability to indemnify assumed liabilities for infringement of intellectual property rights or other claims
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Fiscal Year 2013
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Fiscal Year 2012
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||||||||||||||||||||
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Sales Price
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Cash Dividends Declared
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Sales Price
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Cash Dividends Declared
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||||||||||||||||
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High
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Low
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High
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Low
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||||||||||||||
1
st
Quarter
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$
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8.39
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$
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6.39
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$
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0.115
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$
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11.81
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$
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8.07
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$
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0.11
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2
nd
Quarter
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9.91
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7.36
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—
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10.58
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8.34
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—
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||||||
3
rd
Quarter
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11.73
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8.03
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0.615
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10.16
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7.68
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0.51
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||||||
4
th
Quarter
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12.40
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9.57
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—
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11.02
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7.99
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—
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2013
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2012
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2011
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2010
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2009
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||||||||||
Statement of Operations Data:
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||||||||||
Net sales
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$
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518,322
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$
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489,526
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$
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441,676
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$
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393,185
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$
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580,681
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Gross profit
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133,894
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113,437
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111,484
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94,556
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155,358
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|||||
Gross profit margin
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25.8
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%
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23.2
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%
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25.2
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%
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24.0
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%
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26.8
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%
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|||||
Operating income (loss)
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30,600
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10,275
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19,527
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(6,730
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)
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42,617
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|||||
Operating margin
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5.9
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%
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2.1
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%
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4.4
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%
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(1.7
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)%
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7.3
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%
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|||||
Net income (loss)
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22,779
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8,489
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14,244
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(6,989
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)
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26,428
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|||||
Diluted earnings (loss) per share
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0.53
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0.20
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0.34
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(0.17
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)
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0.64
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Weighted average diluted shares outstanding
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42,621
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42,304
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42,277
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40,908
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41,152
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Balance Sheet Data:
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Working capital
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$
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125,456
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$
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119,833
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$
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128,160
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$
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118,625
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$
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104,542
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Total assets
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319,418
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315,967
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327,847
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305,851
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324,876
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|||||
Total long-term liabilities
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16,480
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15,989
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15,083
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14,358
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10,536
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|||||
Total shareholders' equity
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188,246
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190,805
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203,102
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207,053
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211,911
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|||||
Cash dividends per share
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0.73
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0.62
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0.60
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0.10
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0.09
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•
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The growing interest in our standard display products used in many different retail-type establishments, among other types of applications. The demand in this area is driven by retailers' and other types of commercial establishments' desire to attract the attention of motorists and others into their storefronts. It is also driven by the need to communicate messages to the public. National accounts may replace their displays reaching end of life, which could lead to increased sales. Furthermore, we believe in the future there will be increased demand from national accounts, including retailers, quick serve restaurants and other types of nationwide organizations, which could lead to increasing sales.
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•
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Increasing interest in spectaculars, which include very large and sometimes highly customized displays as part of entertainment venues such as casinos, amusement parks and Times Square type locations.
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•
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The introduction of architectural lighting products for commercial buildings, which real estate owners use to add accents or effects to an entire side or circumference of a building to communicate messages or to decorate the building.
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•
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The continued deployment of digital billboards as billboard companies continue developing new sites for these and start to replace digital billboards which are reaching end of life. This is dependent on there being no adverse changes in the digital billboard regulatory environment, which could restrict future deployments of billboards, as well as maintaining our current market share of the business concentrated in a few large billboard companies.
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•
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Facilities spending more on larger display systems
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•
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Lower product costs, which are driving an expansion of the marketplace
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•
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Our product and service offerings, which remain the most integrated and comprehensive offerings in the industry
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•
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The competitive nature of sports teams, which strive to out-perform their competitors with display systems
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•
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The desire for high-definition video displays, which typically drives larger displays or higher resolution displays, both of which increase the average transaction size
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•
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Increased demand for video systems in high schools as school districts realize the revenue generating potential of these displays versus traditional scoreboards
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•
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Increased demand for different types of displays, such as message centers at schools to communicate to students, parents and the broader community
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•
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The use of more sophisticated displays in more athletic venues, such as aquatics in schools
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Year Ended
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||||||||||||||
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April 27, 2013
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April 28, 2012
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April 30, 2011
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||||||||||||
(in thousands)
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Amount
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Percent Change
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Amount
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Percent Change
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Amount
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||||||||
Net Sales:
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||||||||
Commercial
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$
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144,596
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(2.7
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)%
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$
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148,585
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32.1
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%
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$
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112,515
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Live Events
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158,562
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(1.5
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)
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160,933
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(0.4
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)
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161,572
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|||
Schools & Theatres
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66,128
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10.8
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59,662
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(4.2
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)
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62,310
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|||
Transportation
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73,270
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51.7
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48,284
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6.8
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45,215
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|||
International
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75,766
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5.1
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72,062
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20.0
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60,064
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|||
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$
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518,322
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5.9
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%
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$
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489,526
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10.8
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%
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$
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441,676
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|
Orders:
|
|
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|
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|
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||||||
Commercial
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$
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152,028
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(0.8
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)%
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$
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153,268
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32.3
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%
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$
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115,820
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Live Events
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161,602
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2.5
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|
|
157,695
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|
|
3.2
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|
|
152,851
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|
|||
Schools & Theatres
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64,796
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|
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10.7
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|
|
58,534
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(5.6
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)
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|
61,995
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|
|||
Transportation
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73,426
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|
|
33.4
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|
|
55,060
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|
|
25.5
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|
|
43,878
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|
|||
International
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80,158
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44.7
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|
55,396
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(15.2
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)
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|
65,318
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|
|||
|
$
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532,010
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|
|
10.8
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%
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|
$
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479,953
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|
|
9.1
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%
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|
$
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439,862
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|
•
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A decrease of $3.5 million in sales for large video display projects due to delayed orders for custom video projects.
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•
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A decrease of $3.7 million in sales to outdoor advertising companies due to lower demand from our billboard customers.
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•
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An increase of $2.2 million in sales of on-premise advertising displays, which was primarily due to an increase in orders for a national account customer replacement program, as previously disclosed, and an improved economy.
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•
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An increase of $1.0 million of service related sales.
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•
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A $2.4 million decrease in sales to mobile and modular customers due to reduced demand from these customers.
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•
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General volatility of this business unit because of the nature of the business in large custom display systems. During fiscal 2013, sales increased for multi-purpose live event arena venues and National Football League stadiums which were offset by a decrease in sales to National Baseball League stadiums and National Hockey League and National Basketball Association arenas.
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•
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Schools demonstrating more willingness this year than in fiscal 2012 to move forward with projects including smaller video systems, scoring and timing equipment and message centers.
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•
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An increased demand in video projects for high schools.
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•
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Sales recorded from a large procurement contract compared to the previous year.
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•
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Sales recorded in relation to a $21 million order for video displays at the LAX Bradley International Terminal in Los Angeles. This type of order in the transportation market is unusual and infrequent in nature.
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•
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An increase in orders of approximately 49 percent in our billboard business. This growth was the result of the large outdoor advertising companies increasing their rollout of digital billboards beginning in calendar 2011 and our ability to gain back a portion of the business with one large outdoor advertising company.
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•
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An increase of approximately 60 percent in orders for large video display systems, primarily spectaculars, which we attribute to improvements in the economy and a growing market.
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•
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A 15 percent increase in orders for our standard product displays, which appears to be a reflection of improvement in the economy as well as our expanded product offerings, including our GalaxyPro line of displays.
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•
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A decrease in orders and net sales for professional baseball facilities. During fiscal 2011, we booked approximately $22.9 million in orders for professional baseball projects compared to approximately $10.7 million in fiscal 2012. Net sales in professional baseball facilities were $28.8 million and $9.6 million for fiscal 2011 and 2012, respectively. These changes were the result of higher than expected orders in fiscal 2011 that were delayed from fiscal 2010 as a result of economic conditions, which drove 2011 to unusually high levels.
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•
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A decrease in orders and net sales for professional football and basketball facilities. During fiscal 2011, we booked approximately $15.4 million in orders for professional football and basketball projects, compared to approximately $7.5 million in fiscal 2012.
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•
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An increase in orders for colleges and universities which more than offset the declines mentioned above. This increase was the result of the factors driving growth in the Live Events business unit as described previously.
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Year Ended
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|||||||||||||||||||
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April 27, 2013
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April 28, 2012
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April 30, 2011
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|||||||||||||||
(in thousands)
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Amount
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As a Percent of Net Sales
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|
Amount
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As a Percent of Net Sales
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|
Amount
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As a Percent of Net Sales
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|||||||||
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|||||||||||||||||||
Commercial
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$
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38,123
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26.4
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%
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$
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38,123
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|
|
25.7
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%
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$
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25,544
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|
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22.7
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%
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Live Events
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31,718
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|
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20.0
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26,477
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|
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16.5
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32,276
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|
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20.0
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|||
Schools & Theatres
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18,601
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28.1
|
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|
15,532
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26.0
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17,272
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|
|
27.7
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|
|||
Transportation
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24,552
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|
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33.5
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|
14,445
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|
|
29.9
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|
15,647
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|
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34.6
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|||
International
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20,900
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27.6
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18,860
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26.2
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|
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20,745
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|
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34.5
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|||
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$
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133,894
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|
|
25.8
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%
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|
$
|
113,437
|
|
|
23.2
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%
|
|
$
|
111,484
|
|
|
25.2
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%
|
•
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An increase of approximately 3.4 percentage points because of improved cost and resource management in the manufacturing and services infrastructure and improved sales mix.
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•
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A decrease of approximately 0.8 percentage points because of unexpected warranty costs and costs incurred for services not covered under warranty to cover primarily supplier component issues. For fiscal 2013, warranty costs were approximately 3.4 percent of net sales compared to 2.7 percent in fiscal 2012.
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•
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A decrease in warranty expenses, which added approximately 2.5 percentage points to gross profit percentage and resulted from the actions previously discussed and some unusually higher costs in fiscal 2011, as explained in prior filings.
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•
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A decrease in gross profit percentage on services and maintenance agreements, which caused a decrease of approximately 0.9 percentage points.
|
•
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A decrease in the gross profit on product sales that decreased gross profit percentage by approximately 0.3 percentage points, primarily due to an increased percentage of net sales in the billboard niche, which typically has lower gross profit percentages.
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•
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An increase in our services overhead, which decreased gross profit percentage by approximately 0.8 percentage points.
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•
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Increased cost absorption in manufacturing due to the increased level of net sales, which improved gross profit percentages by approximately 1.5 percentage points.
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•
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A decrease in gross profit percentage on product sales, which reduced gross profit percentage by approximately 1.1 percentage points.
|
•
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Increases in our services overhead, which decreased gross profit percentage by approximately 2.2 percentage points.
|
•
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Lower plant utilization due to the overall lower sales volumes, which decreased gross profit percentage by approximately 1.2 percentage points.
|
•
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A decrease in warranty expenses, which added approximately 0.7 percentage points to the gross profit percentage and resulted from the actions previously discussed and some unusually higher costs in fiscal 2011, as explained in prior filings.
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•
|
A decrease in gross profit percentage in product sales, which decreased the overall gross profit percentage by approximately 1.3 percentage points.
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•
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A decrease in warranty expenses, which added approximately 2.1 percentage points to the gross profit percentage.
|
•
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An increase in our services overhead, which reduced the gross profit percentage by approximately 1.8 percentage points.
|
•
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Lower plant utilization due to the overall lower sales volumes, which decreased gross profit percentage by approximately 0.8 percentage points.
|
•
|
A decrease in the gross profit percentage on product sales, which decreased the overall gross profit percentage by approximately 0.6 percentage points.
|
•
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Increase in conversion costs as a percent of sales and increased inventory losses, which decreased the gross profit percentage by approximately 2.6 percentage points.
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•
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An increase in our services overhead, which reduced the gross profit percentage by approximately 1.3 percentage points.
|
•
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A decrease in the gross margin on product sales, which decreased the overall gross profit by approximately 6.0 percentage points. This decrease is the result of a number of factors, including added costs to conform products to local regulatory requirements and a lower margin on contracts booked due to the factors described below.
|
•
|
An increase in warranty costs, which added approximately 0.3 percentage points.
|
•
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An increase in manufacturing costs, primarily in China as we increased the capabilities there.
|
|
Year Ended
|
|||||||||||||||||||||||||
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April 27, 2013
|
|
April 28, 2012
|
|
April 30, 2011
|
|||||||||||||||||||||
(in thousands)
|
Amount
|
|
As a Percent of Net Sales
|
|
Percent Change
|
|
Amount
|
|
As a Percent of Net Sales
|
|
Percent Change
|
|
Amount
|
|
As a Percent of Net Sales
|
|||||||||||
Commercial
|
$
|
13,882
|
|
|
9.6
|
%
|
|
(1.6
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)%
|
|
$
|
14,112
|
|
|
9.5
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%
|
|
11.8
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%
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|
$
|
12,619
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|
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11.2
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%
|
Live Events
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12,647
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|
|
8.0
|
|
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(1.9
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)
|
|
12,898
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|
|
8.0
|
|
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(3.7
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)
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|
13,387
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|
|
8.3
|
|
|||
Schools & Theatres
|
10,451
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|
|
15.8
|
|
|
(3.4
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)
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|
10,816
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|
|
18.1
|
|
|
7.9
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|
|
10,025
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|
|
16.1
|
|
|||
Transportation
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3,222
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|
|
4.4
|
|
|
(6.2
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)
|
|
3,436
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|
|
7.1
|
|
|
(1.8
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)
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3,498
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|
|
7.7
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|
|||
International
|
12,557
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|
|
16.6
|
|
|
14.5
|
|
|
10,971
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|
|
15.2
|
|
|
9.4
|
|
|
10,026
|
|
|
16.7
|
|
|||
|
$
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52,759
|
|
|
10.2
|
%
|
|
1.0
|
%
|
|
$
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52,233
|
|
|
10.7
|
%
|
|
5.4
|
%
|
|
$
|
49,555
|
|
|
11.2
|
%
|
•
|
A $1.0 million increase in personnel costs, including taxes and benefits.
|
•
|
A $0.8 million increase in bad debt expense for potentially uncollectable accounts receivable primarily from sales derived from our International business unit.
|
•
|
An increase of $0.6 million in third-party commissions used in various locations around the world to expand market opportunities.
|
•
|
A reduction of $1.8 million in travel and entertainment, convention expenses and various decreases in vehicle expense, depreciation, and other expenses due to our on-going cost containment initiatives.
|
•
|
An increase of $1.2 million in bad debt expense for potentially uncollectable accounts receivable due to the continued softness of the worldwide economy.
|
•
|
A $0.7 million increase in third-party commissions on significant contracts. Third-party sales agents are contracted from time-to-time to penetrate geographic locations where we have limited presence.
|
•
|
A net decrease of $0.2 million in various other selling expenses.
|
•
|
A reduction of $0.4 million in depreciation, which reflects the lower level of capital expenditures associated primarily with display equipment used for sales promotion.
|
•
|
A decrease of approximately $0.5 million in the allocation of shared sales administration costs which are allocated between our Live Events business unit and our Schools and Theatres business unit.
|
•
|
An increase in payroll, including taxes and benefits, of approximately $0.4 million, as we increased our staffing to address contract opportunities.
|
•
|
An increase in bad debt expense of approximately $0.3 million.
|
•
|
An increase of approximately $0.6 million in the allocation of shared sales administration costs allocated between our Live Events business unit and our Schools and Theatres business unit.
|
|
Year Ended
|
|||||||||||||||||||||||||
|
April 27, 2013
|
|
April 28, 2012
|
|
April 30, 2011
|
|||||||||||||||||||||
(in thousands)
|
Amount
|
|
As a Percent of Net Sales
|
|
Percent Change
|
|
Amount
|
|
As a Percent of Net Sales
|
|
Percent Change
|
|
Amount
|
|
As a Percent of Net Sales
|
|||||||||||
General and administrative
|
$
|
27,404
|
|
|
5.3
|
%
|
|
(0.1
|
)%
|
|
$
|
27,422
|
|
|
5.6
|
%
|
|
16.9
|
%
|
|
$
|
23,453
|
|
|
5.3
|
%
|
Product design and development
|
$
|
23,131
|
|
|
4.5
|
%
|
|
(1.6
|
)%
|
|
$
|
23,507
|
|
|
4.8
|
%
|
|
24.1
|
%
|
|
$
|
18,949
|
|
|
4.3
|
%
|
•
|
An increase in personnel costs, including taxes and benefits, of $0.5 million.
|
•
|
A decrease in material costs related to product development of $1.0 million as a result of the timing of projects for prototyping new products and the stage of product development.
|
•
|
An increase of $0.1 million in various other expenses.
|
•
|
An increase in professional fees of $1.7 million as a result of higher litigation costs and international expansion initiatives, some of which were one-time costs, and higher costs of information systems consulting fees, as we outsourced more projects to speed up development where we believed we could achieve a faster payback in efficiencies.
|
•
|
Increases in personnel costs, including taxes and benefits, of approximately $1.4 million due to an increase in employee count primarily related to personnel to support hiring in other areas and in accounting to support international development, primarily in China.
|
•
|
Increases in various other expenses of approximately $0.9 million.
|
•
|
An increase in personnel costs, including taxes and benefits, of approximately $2.2 million, as we increased our staff to support the continued roll out of our display and control system platforms.
|
•
|
An increase in material costs related to product development of $1.5 million as a result of increasing importance placed on prototyping new products and the increase in new product introductions.
|
•
|
An increase of approximately $0.9 million in various other expenses.
|
|
Year Ended
|
|||||||||||||||||||||||||
|
April 27, 2013
|
|
April 28, 2012
|
|
April 30, 2011
|
|||||||||||||||||||||
(in thousands)
|
Amount
|
|
As a Percent of Net Sales
|
|
Percent Change
|
|
Amount
|
|
As a Percent of Net Sales
|
|
Percent Change
|
|
Amount
|
|
As a Percent of Net Sales
|
|||||||||||
Interest income, net
|
$
|
1,168
|
|
|
0.2
|
%
|
|
(17.3
|
)%
|
|
$
|
1,412
|
|
|
0.3
|
%
|
|
(18.7
|
)%
|
|
$
|
1,737
|
|
|
0.4
|
%
|
Other (expense) income, net
|
$
|
(839
|
)
|
|
(0.2
|
)%
|
|
662.7
|
%
|
|
$
|
(110
|
)
|
|
—
|
%
|
|
(112.5
|
)%
|
|
$
|
877
|
|
|
0.2
|
%
|
•
|
The reinstatement of the federal research and development tax credit which decreased the effective rate by approximately 5.8 percent as compared to 8.7 percent in fiscal year 2012. However, fiscal 2012 was limited as the credit only pertained to a portion of the year, but that amount made a greater impact on the effective rate since income before taxes were lower than in fiscal 2013.
|
•
|
An increase in the annual estimated effective tax rate of approximately 2.5 percentage points compared to 10.5 percentage points in fiscal 2012 as a result of the impact of non- deductible meals and entertainment costs and stock compensation expense on a higher projected income compared to similar level expenses on a lower projected income in fiscal 2012.
|
•
|
A decrease in the effective tax rate of approximately 1.1 percentage points due to an international tax change which did not occur in fiscal 2012.
|
•
|
An increase in the effective tax rate related to a reversal of valuation allowances in fiscal 2012, as it related to some foreign jurisdictions which did not occur in fiscal 2013.
|
•
|
Various other items which have a greater impact on the effective rate due to lower income before taxes but are not material to the results.
|
•
|
A decrease in the effective tax rate of approximately five percentage points as a result of the deductibility of dividends paid into our 401(k) plan in fiscal 2012 which were not deductible in fiscal 2011 due to a change in plan design.
|
•
|
An increase in the effective tax rate of approximately three percentage points as a result of the lower level of deduction for domestic production activities which result from the lower level of income before taxes.
|
•
|
A decrease in the effective rate of approximately three percentage points as a result of the impact of the research and development tax credit compared to income before taxes.
|
•
|
An increase in the liability for foreign income taxable in the United States under subpart F of the Internal Revenue Code of 1986, which increased the effective tax rate by 2.6 percentage points.
|
•
|
A decrease in the effective tax rate of approximately two percentage points as a result of the impact on the deferred tax expense in a foreign jurisdiction as a result of the expiration of the termination of a tax holiday.
|
•
|
Various other items which have a greater impact on the effective rate due to lower income before taxes but are not material to the results.
|
•
|
Unexpected warranty charges during the fourth quarter of fiscal 2013, accounting for an approximately three percentage points decline.
|
•
|
Several large projects generating revenue having lower than typical margins due to the competitive pricing on projects, primarily in the Live Events business unit.
|
•
|
Improved gross margins in our Schools & Theatres business unit because of sales mix and a decline in warranty charges.
|
•
|
Improvements in the overall cost and resource management in manufacturing infrastructure.
|
•
|
A decrease of approximately $0.4 million in third-party commissions primarily in the International business unit. We use third parties in various locations around the world to expand market opportunities, and these types of expense occur only if the third party is successful in procuring sales.
|
•
|
A reduction of approximately $0.4 million in payroll costs, including taxes and benefits, and travel and entertainment expenses as explained previously.
|
•
|
An increase in bad debt expense of $0.5 million in the International business unit as explained previously.
|
•
|
Net decreases in various other expenses.
|
•
|
An increase of approximately $0.2 million in payroll costs, including taxes and benefits as explained previously.
|
•
|
An increase of approximately $0.1 million in professional fees to support international acquisition and international information technology projects.
|
•
|
Reduced overall engineering costs of approximately $0.2 million, which are partially applied to product development.
|
•
|
Reduced usage of material to produce prototypes or test materials of $0.2 million.
|
•
|
The non-recurrence of capital asset impairments relating to design. During the fourth quarter of fiscal 2012, various impairments of capital assets of approximately $0.3 million were recorded related to the redesign of our outdoor surface mount product platform video display modules.
|
|
Year Ended
|
|||||||||
|
April 27,
2013 |
|
April 28,
2012 |
|
Percent Change
|
|||||
(in thousands)
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|||||
Operating activities
|
$
|
50,749
|
|
|
$
|
20,038
|
|
|
153.3
|
%
|
Investing activities
|
(8,531
|
)
|
|
(18,753
|
)
|
|
(54.5
|
)
|
||
Financing activities
|
(31,002
|
)
|
|
(26,284
|
)
|
|
18.0
|
|
||
Effect of exchange rate changes on cash
|
(11
|
)
|
|
114
|
|
|
(109.6
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
11,205
|
|
|
$
|
(24,885
|
)
|
|
145.0
|
%
|
•
|
A decrease in cash resulting from an increase in costs and earnings in excess of billings of $16.3 million. Variability in costs and earnings in excess of billings relates to the timing of billings on construction-type contracts and revenue recognition, which can vary significantly depending on contractual payment terms and build and installation schedules. As of April 27, 2013, $11.7 million of the increase related to four different transportation projects; timing difference mainly relates to timing of shipment and billings per progress payment schedule. The majority of these unbilled amounts is expected to be billed during the first quarter of fiscal 2014.
|
•
|
An increase of accounts payable and accrued liabilities of $7.7 million was the result of a $1.2 million increase in payables related to a change in extended payments terms with one large supplier, a $3.0 million increase in payables and accruals related to four large projects in process at year end, and a $1.7 million increase in accrued items related to various marketing agreements on large projects and increases in various payroll related accruals.
|
•
|
A net increase in cash of $7.0 million from an increase in income tax payables and a reduction of income tax receivables due to a significant improvement in net income in fiscal 2013 compared to fiscal 2012.
|
•
|
A decline in inventories, which increased cash from operations by $6.7 million. Days inventory outstanding decreased from 53 days as of April 28, 2012 to 46 days as of April 27, 2013. Changes in inventory are primarily the result of using inventory in production specified for a significant transportation project and inventory management initiatives.
|
•
|
A reduction of $5.7 million in accounts receivable and long-term receivables primarily due to the collection of two significant progress payments totaling $4.2 million that were outstanding at the end of fiscal 2012 and the annual collection of long-term receivables.
|
•
|
A net change in various other operating assets and liabilities, which increased cash from operations by $2.4 million.
|
•
|
An increase in the net cash invested in marketable securities, net of maturities. Our investment approach has remained consistent year over year as we try to maintain a consistent level of marketable securities and, therefore, the change was the result of the timing of investment decisions and investments of excess cash in marketable securities.
|
•
|
A decrease in purchases of property and equipment of
$6.9 million
. The decrease relates primarily to the timing of projects anticipated, but not completed during fiscal 2013 for the expansion of our surface mount production line. We anticipate capital expenditures to be approximately $16 million in fiscal 2014.
|
•
|
A minimum fixed charge coverage ratio of at least 2 to 1 at the end of any fiscal year. The ratio is equal to (a) EBITDA less dividends, a capital expenditure reserve of $6 million, and income tax expense, over (b) all principal and interest payments with respect to debt, excluding debt outstanding on the line of credit; and
|
•
|
A ratio of interest-bearing debt, excluding any marketing obligations, to EBITDA of less than 1 to 1 at the end of any fiscal quarter.
|
Contractual Obligations
|
|
Total
|
|
Less than 1 year
|
|
1-3 Years
|
|
4-5 Years
|
|
After 5 Years
|
||||||||||
Cash commitments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term marketing obligations and accrued interest
|
|
$
|
738
|
|
|
$
|
393
|
|
|
$
|
338
|
|
|
$
|
7
|
|
|
$
|
—
|
|
Operating leases
|
|
7,914
|
|
|
2,797
|
|
|
3,929
|
|
|
1,159
|
|
|
29
|
|
|||||
Unconditional purchase obligations
|
|
1,242
|
|
|
981
|
|
|
261
|
|
|
—
|
|
|
—
|
|
|||||
Conditional purchase obligations
|
|
1,000
|
|
|
200
|
|
|
400
|
|
|
400
|
|
|
—
|
|
|||||
Unrecognized tax benefits
(1)
|
|
379
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
11,273
|
|
|
$
|
4,371
|
|
|
$
|
4,928
|
|
|
$
|
1,566
|
|
|
$
|
29
|
|
Other commercial commitments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Standby letters of credit
|
|
$
|
6,169
|
|
|
$
|
5,579
|
|
|
$
|
149
|
|
|
$
|
441
|
|
|
$
|
—
|
|
Surety Bonds
|
|
$
|
13,287
|
|
|
$
|
5,996
|
|
|
$
|
7,291
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Guarantees
|
|
$
|
1,285
|
|
|
$
|
—
|
|
|
$
|
1,285
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Unrecognized tax benefits relate to uncertain tax positions. As we are not able to reasonably estimate the timing of the payments or the amount by which the liability will increase or decrease over time, the related balances have not been reflected in any of the columns other than the total column.
|
|
Fiscal Years
(in thousands)
|
||||||||||||||||||||||
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term receivables, including current maturities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed-rate
|
$
|
4,806
|
|
|
$
|
3,932
|
|
|
$
|
2,952
|
|
|
$
|
1,865
|
|
|
$
|
1,214
|
|
|
$
|
1,363
|
|
Average interest rate
|
8.1
|
%
|
|
8.1
|
%
|
|
7.8
|
%
|
|
8.2
|
%
|
|
8.3
|
%
|
|
8.5
|
%
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term marketing obligations, including current portion:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fixed-rate
|
$
|
393
|
|
|
$
|
226
|
|
|
$
|
112
|
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
—
|
|
Average interest rate
|
8.7
|
%
|
|
8.9
|
%
|
|
8.8
|
%
|
|
6.2
|
%
|
|
6.3
|
%
|
|
—
|
%
|
|
Years
|
Buildings
|
7 - 40
|
Machinery and equipment
|
5 - 7
|
Office furniture and equipment
|
3 - 5
|
Computer software and hardware
|
3 - 5
|
Equipment held for rental
|
2 - 7
|
Demonstration equipment
|
3 - 5
|
Transportation equipment
|
5 - 7
|
|
Net income
|
|
Shares
|
|
Per share income (loss)
|
|||||
For the year ended April 27, 2013:
|
|
|
|
|
|
|||||
Basic earnings per share
|
$
|
22,779
|
|
|
42,280
|
|
|
$
|
0.54
|
|
Dilution associated with stock compensation plans
|
—
|
|
|
341
|
|
|
(0.01
|
)
|
||
Diluted earnings per share
|
$
|
22,779
|
|
|
42,621
|
|
|
$
|
0.53
|
|
For the year ended April 28, 2012:
|
|
|
|
|
|
|
|
|||
Basic earnings per share
|
$
|
8,489
|
|
|
41,869
|
|
|
$
|
0.20
|
|
Dilution associated with stock compensation plans
|
—
|
|
|
435
|
|
|
—
|
|
||
Diluted earnings per share
|
$
|
8,489
|
|
|
42,304
|
|
|
$
|
0.20
|
|
For the year ended April 30, 2011:
|
|
|
|
|
|
|
|
|||
Basic earnings per share
|
$
|
14,244
|
|
|
41,422
|
|
|
$
|
0.34
|
|
Dilution associated with stock compensation plans
|
—
|
|
|
855
|
|
|
—
|
|
||
Diluted earnings per share
|
$
|
14,244
|
|
|
42,277
|
|
|
$
|
0.34
|
|
|
Year Ended
|
||||||||||
|
April 27,
2013 |
|
April 28,
2012 |
|
April 30,
2011 |
||||||
Net sales:
|
|
|
|
|
|
||||||
Commercial
|
$
|
144,596
|
|
|
$
|
148,585
|
|
|
$
|
112,515
|
|
Live Events
|
158,562
|
|
|
160,933
|
|
|
161,572
|
|
|||
Schools & Theatres
|
66,128
|
|
|
59,662
|
|
|
62,310
|
|
|||
Transportation
|
73,270
|
|
|
48,284
|
|
|
45,215
|
|
|||
International
|
75,766
|
|
|
72,062
|
|
|
60,064
|
|
|||
|
518,322
|
|
|
489,526
|
|
|
441,676
|
|
|||
|
|
|
|
|
|
||||||
Contribution margin:
|
|
|
|
|
|
||||||
Commercial
|
24,241
|
|
|
24,011
|
|
|
12,925
|
|
|||
Live Events
|
19,071
|
|
|
13,579
|
|
|
18,889
|
|
|||
Schools & Theatres
|
8,150
|
|
|
4,716
|
|
|
7,247
|
|
|||
Transportation
|
21,330
|
|
|
11,009
|
|
|
12,149
|
|
|||
International
|
8,343
|
|
|
7,889
|
|
|
10,719
|
|
|||
|
81,135
|
|
|
61,204
|
|
|
61,929
|
|
|||
|
|
|
|
|
|
||||||
Non-allocated operating expenses:
|
|
|
|
|
|
||||||
General and administrative
|
27,404
|
|
|
27,422
|
|
|
23,453
|
|
|||
Product design and development
|
23,131
|
|
|
23,507
|
|
|
18,949
|
|
|||
Operating income
|
30,600
|
|
|
10,275
|
|
|
19,527
|
|
|||
|
|
|
|
|
|
||||||
Nonoperating income (expense):
|
|
|
|
|
|
||||||
Interest income
|
1,523
|
|
|
1,747
|
|
|
1,921
|
|
|||
Interest expense
|
(355
|
)
|
|
(335
|
)
|
|
(184
|
)
|
|||
Other (expense) income, net
|
(839
|
)
|
|
(110
|
)
|
|
877
|
|
|||
|
|
|
|
|
|
||||||
Income before income taxes
|
30,929
|
|
|
11,577
|
|
|
22,141
|
|
|||
Income tax expense
|
8,150
|
|
|
3,088
|
|
|
7,897
|
|
|||
Net income
|
$
|
22,779
|
|
|
$
|
8,489
|
|
|
$
|
14,244
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||||||
Commercial
|
$
|
4,940
|
|
|
$
|
6,103
|
|
|
$
|
6,790
|
|
Live Events
|
4,473
|
|
|
5,055
|
|
|
6,224
|
|
|||
Schools & Theatres
|
2,233
|
|
|
2,361
|
|
|
2,621
|
|
|||
Transportation
|
1,375
|
|
|
1,386
|
|
|
1,524
|
|
|||
International
|
717
|
|
|
650
|
|
|
692
|
|
|||
Unallocated corporate depreciation
|
1,869
|
|
|
1,963
|
|
|
1,790
|
|
|||
|
$
|
15,607
|
|
|
$
|
17,518
|
|
|
$
|
19,641
|
|
|
Year Ended
|
||||||||||
|
April 27,
2013 |
|
April 28,
2012 |
|
April 30,
2011 |
||||||
Net sales:
|
|
|
|
|
|
||||||
United States
|
$
|
430,242
|
|
|
$
|
405,479
|
|
|
$
|
368,979
|
|
Outside U.S.
|
88,080
|
|
|
84,047
|
|
|
72,697
|
|
|||
|
$
|
518,322
|
|
|
$
|
489,526
|
|
|
$
|
441,676
|
|
Long-lived assets:
|
|
|
|
|
|
||||||
United States
|
$
|
60,060
|
|
|
$
|
66,350
|
|
|
$
|
68,034
|
|
Outside U.S.
|
1,565
|
|
|
2,046
|
|
|
1,832
|
|
|||
|
$
|
61,625
|
|
|
$
|
68,396
|
|
|
$
|
69,866
|
|
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||
Balance as of April 27, 2013:
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
$
|
4,677
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,677
|
|
U.S. Government securities
|
4,999
|
|
|
19
|
|
|
—
|
|
|
5,018
|
|
||||
U.S. Government sponsored entities
|
4,752
|
|
|
—
|
|
|
—
|
|
|
4,752
|
|
||||
Municipal obligations
|
9,596
|
|
|
9
|
|
|
—
|
|
|
9,605
|
|
||||
|
$
|
24,024
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
24,052
|
|
Balance as of April 28, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Certificates of deposit
|
$
|
7,657
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,657
|
|
U.S. Government securities
|
7,507
|
|
|
49
|
|
|
—
|
|
|
7,556
|
|
||||
U.S. Government sponsored entities
|
4,503
|
|
|
2
|
|
|
—
|
|
|
4,505
|
|
||||
Municipal obligations
|
5,517
|
|
|
23
|
|
|
—
|
|
|
5,540
|
|
||||
|
$
|
25,184
|
|
|
$
|
74
|
|
|
$
|
—
|
|
|
$
|
25,258
|
|
|
Less than 12 months
|
|
Greater than 12 months
|
|
Total
|
||||||
Certificates of deposit
|
$
|
1,473
|
|
|
$
|
3,204
|
|
|
$
|
4,677
|
|
U.S. Government securities
|
3,017
|
|
|
2,001
|
|
|
5,018
|
|
|||
U.S. Government sponsored entities
|
—
|
|
|
4,752
|
|
|
4,752
|
|
|||
Municipal obligations
|
3,863
|
|
|
5,742
|
|
|
9,605
|
|
|||
|
$
|
8,353
|
|
|
$
|
15,699
|
|
|
$
|
24,052
|
|
|
Live Events
|
|
Commercial
|
|
Transportation
|
|
Total
|
||||||||
Balance as of April 28, 2012:
|
$
|
2,435
|
|
|
$
|
741
|
|
|
$
|
171
|
|
|
$
|
3,347
|
|
Foreign currency translation
|
(18
|
)
|
|
(16
|
)
|
|
(7
|
)
|
|
(41
|
)
|
||||
Balance as of April 27, 2013:
|
$
|
2,417
|
|
|
$
|
725
|
|
|
$
|
164
|
|
|
$
|
3,306
|
|
|
|
April 27, 2013
|
|
April 28, 2012
|
||||||||||||||||||||
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Value
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Value
|
||||||||||||
Definite-lived:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Patents
|
|
$
|
2,282
|
|
|
$
|
1,502
|
|
|
$
|
780
|
|
|
$
|
2,282
|
|
|
$
|
1,274
|
|
|
$
|
1,008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Indefinite-lived:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Registered trademarks
|
|
401
|
|
|
—
|
|
|
401
|
|
|
401
|
|
|
—
|
|
|
401
|
|
||||||
|
|
$
|
2,683
|
|
|
$
|
1,502
|
|
|
$
|
1,181
|
|
|
$
|
2,683
|
|
|
$
|
1,274
|
|
|
$
|
1,409
|
|
|
April 27,
2013 |
|
April 28,
2012 |
||||
Raw materials
|
$
|
20,979
|
|
|
$
|
24,880
|
|
Work-in-process
|
8,523
|
|
|
10,581
|
|
||
Finished goods
|
19,543
|
|
|
19,463
|
|
||
|
$
|
49,045
|
|
|
$
|
54,924
|
|
|
April 27,
2013 |
|
April 28,
2012 |
||||
Land
|
$
|
1,497
|
|
|
$
|
1,497
|
|
Buildings
|
57,012
|
|
|
56,431
|
|
||
Machinery and equipment
|
65,600
|
|
|
61,654
|
|
||
Office furniture and equipment
|
16,118
|
|
|
15,648
|
|
||
Computer software and hardware
|
41,745
|
|
|
42,172
|
|
||
Equipment held for rental
|
868
|
|
|
1,003
|
|
||
Demonstration equipment
|
8,400
|
|
|
9,806
|
|
||
Transportation equipment
|
4,026
|
|
|
4,116
|
|
||
|
195,266
|
|
|
192,327
|
|
||
Less accumulated depreciation
|
133,641
|
|
|
123,931
|
|
||
|
$
|
61,625
|
|
|
$
|
68,396
|
|
|
April 27,
2013 |
|
April 28,
2012 |
||||
Compensation
|
$
|
12,940
|
|
|
$
|
11,475
|
|
Taxes, other than income taxes
|
2,534
|
|
|
3,987
|
|
||
Other
|
8,857
|
|
|
7,269
|
|
||
|
$
|
24,331
|
|
|
$
|
22,731
|
|
|
Year Ended
|
||||||||||
|
April 27,
2013 |
|
April 28,
2012 |
|
April 30,
2011 |
||||||
Foreign currency transaction (losses) gains
|
$
|
(319
|
)
|
|
$
|
(206
|
)
|
|
$
|
463
|
|
Equity in losses of affiliates
|
—
|
|
|
—
|
|
|
(36
|
)
|
|||
Other
|
(520
|
)
|
|
96
|
|
|
450
|
|
|||
|
$
|
(839
|
)
|
|
$
|
(110
|
)
|
|
$
|
877
|
|
|
April 27,
2013 |
|
April 28,
2012 |
||||
Costs incurred
|
$
|
393,287
|
|
|
$
|
304,058
|
|
Estimated earnings
|
146,378
|
|
|
114,687
|
|
||
|
539,665
|
|
|
418,745
|
|
||
Less billings to date
|
514,555
|
|
|
410,110
|
|
||
|
$
|
25,110
|
|
|
$
|
8,635
|
|
|
April 27,
2013 |
|
April 28,
2012 |
||||
Costs and estimated earnings in excess of billings
|
$
|
39,355
|
|
|
$
|
23,020
|
|
Billings in excess of costs and estimated earnings
|
(14,245
|
)
|
|
(14,385
|
)
|
||
|
$
|
25,110
|
|
|
$
|
8,635
|
|
•
|
A minimum fixed charge coverage ratio of at least
2
to 1 at the end of any fiscal year. The ratio is equal to (a) EBITDA less dividends, a capital expenditure reserve of
$6
million, and income tax expense, over (b) all principal and interest payments with respect to debt, excluding debt outstanding on the line of credit; and
|
•
|
A ratio of interest-bearing debt, excluding any marketing obligations, to EBITDA of less than
1
to 1 at the end of any fiscal quarter.
|
|
Year Ended
|
|||||||||||||||||||
|
April 27, 2013
|
|
April 28, 2012
|
|
April 30, 2011
|
|||||||||||||||
|
Number of
Nonvested
Shares
|
|
Weighted Average Grant Date Fair Value Per Share
|
|
Number of
Nonvested
Shares
|
|
Weighted Average Grant Date Fair Value Per Share
|
|
Number of
Nonvested
Shares
|
|
Weighted Average Grant Date Fair Value Per Share
|
|||||||||
Outstanding at beginning of year
|
242
|
|
|
$
|
9.81
|
|
|
181
|
|
|
$
|
11.07
|
|
|
121
|
|
|
$
|
8.21
|
|
Granted
|
119
|
|
|
8.50
|
|
|
118
|
|
|
8.24
|
|
|
103
|
|
|
13.29
|
|
|||
Vested
|
(69
|
)
|
|
12.05
|
|
|
(49
|
)
|
|
10.51
|
|
|
(35
|
)
|
|
8.24
|
|
|||
Forfeited
|
(13
|
)
|
|
9.63
|
|
|
(8
|
)
|
|
10.85
|
|
|
(8
|
)
|
|
9.17
|
|
|||
Outstanding at end of year
|
279
|
|
|
9.74
|
|
|
242
|
|
|
9.81
|
|
|
181
|
|
|
11.07
|
|
|
Stock Options
|
|
Weighted Average Exercise Price Per Share
|
|
Weighted Average Remaining Contractual Life (Years)
|
|
Aggregate Intrinsic Value
|
||||||
Outstanding at April 28, 2012
|
3,290
|
|
|
$
|
13.73
|
|
|
5.34
|
|
|
$
|
463
|
|
Granted
|
485
|
|
|
9.51
|
|
|
—
|
|
|
—
|
|
||
Canceled or forfeited
|
(157
|
)
|
|
12.55
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
(197
|
)
|
|
6.69
|
|
|
—
|
|
|
562
|
|
||
Outstanding at April 27, 2013
|
3,421
|
|
|
$
|
13.59
|
|
|
5.09
|
|
|
$
|
1,176
|
|
|
|
|
|
|
|
|
|
||||||
Shares vested and expected to vest
|
3,377
|
|
|
$
|
13.63
|
|
|
5.05
|
|
|
$
|
1,166
|
|
Exercisable at April 27, 2013
|
2,301
|
|
|
$
|
15.42
|
|
|
3.71
|
|
|
$
|
828
|
|
|
Year Ended
|
||||||||||
|
April 27,
2013 |
|
April 28,
2012 |
|
April 30,
2011 |
||||||
Fair Value of options granted
|
$
|
3.43
|
|
|
$
|
3.46
|
|
|
$
|
5.74
|
|
Risk-free interest rate
|
0.71 - 1.13%
|
|
|
1.10 - 1.50%
|
|
|
1.40 - 2.30%
|
|
|||
Expected dividend rate
|
2.43
|
%
|
|
0.71 - 2.15%
|
|
|
0.67 - 0.68%
|
|
|||
Expected volatility
|
45.60 - 46.15%
|
|
|
44.59 - 46.85%
|
|
|
42.00 - 46.00%
|
|
|||
Expected life of option
|
5.9 - 6.8 years
|
|
|
5.9 - 6.8 years
|
|
|
5.9 - 6.7 years
|
|
|
Year Ended
|
||||||||||
|
April 27,
2013 |
|
April 28,
2012 |
|
April 30,
2011 |
||||||
Stock options
|
$
|
1,812
|
|
|
$
|
2,565
|
|
|
$
|
2,671
|
|
Restricted stock and stock units
|
765
|
|
|
256
|
|
|
256
|
|
|||
Employee stock purchase plans
|
460
|
|
|
441
|
|
|
443
|
|
|||
|
$
|
3,037
|
|
|
$
|
3,262
|
|
|
$
|
3,370
|
|
|
Year Ended
|
||||||||||
|
April 27,
2013 |
|
April 28,
2012 |
|
April 30,
2011 |
||||||
Cost of goods sold
|
$
|
633
|
|
|
$
|
610
|
|
|
$
|
565
|
|
Selling
|
856
|
|
|
982
|
|
|
1,065
|
|
|||
General and administrative
|
980
|
|
|
1,059
|
|
|
1,103
|
|
|||
Product design and development
|
568
|
|
|
611
|
|
|
637
|
|
|||
|
$
|
3,037
|
|
|
$
|
3,262
|
|
|
$
|
3,370
|
|
|
Year Ended
|
||||||||||
|
April 27,
2013 |
|
April 28,
2012 |
|
April 30,
2011 |
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
9,517
|
|
|
$
|
2,266
|
|
|
$
|
4,879
|
|
State
|
2,219
|
|
|
577
|
|
|
1,227
|
|
|||
Foreign
|
754
|
|
|
313
|
|
|
939
|
|
|||
Deferred taxes
|
(4,340
|
)
|
|
(68
|
)
|
|
852
|
|
|||
|
$
|
8,150
|
|
|
$
|
3,088
|
|
|
$
|
7,897
|
|
|
|
Year Ended
|
||||||||||
|
|
April 27,
2013 |
|
April 28,
2012 |
|
April 30,
2011 |
||||||
Computed income tax expense at federal statutory rate
|
|
$
|
10,825
|
|
|
$
|
4,052
|
|
|
$
|
7,732
|
|
State taxes, net of federal benefit
|
|
684
|
|
|
497
|
|
|
1,107
|
|
|||
Research and development tax credit
|
|
(1,804
|
)
|
|
(1,004
|
)
|
|
(981
|
)
|
|||
Meals and entertainment
|
|
308
|
|
|
375
|
|
|
299
|
|
|||
Stock compensation
|
|
466
|
|
|
842
|
|
|
959
|
|
|||
Dividends paid to retirement plan
|
|
(616
|
)
|
|
(522
|
)
|
|
—
|
|
|||
Domestic production activities deduction
|
|
(976
|
)
|
|
(270
|
)
|
|
(607
|
)
|
|||
Change in foreign deferred rates
|
|
—
|
|
|
(249
|
)
|
|
—
|
|
|||
Reversal of valuation allowance
|
|
—
|
|
|
(364
|
)
|
|
—
|
|
|||
Other, net
|
|
(737
|
)
|
|
(269
|
)
|
|
(612
|
)
|
|||
|
|
$
|
8,150
|
|
|
$
|
3,088
|
|
|
$
|
7,897
|
|
|
Year Ended
|
||||||||||
|
April 27,
2013 |
|
April 28,
2012 |
|
April 30,
2011 |
||||||
Domestic
|
$
|
27,667
|
|
|
$
|
10,052
|
|
|
$
|
17,892
|
|
Foreign
|
3,262
|
|
|
1,525
|
|
|
4,249
|
|
|||
Income before income taxes
|
$
|
30,929
|
|
|
$
|
11,577
|
|
|
$
|
22,141
|
|
|
April 27,
2013 |
|
April 28,
2012 |
||||
Deferred taxes assets:
|
|
|
|
||||
Warranty reserves
|
$
|
9,847
|
|
|
$
|
8,425
|
|
Vacation accrual
|
1,788
|
|
|
1,821
|
|
||
Net losses on equity investments
|
3,066
|
|
|
2,971
|
|
||
Deferred maintenance revenue
|
2,439
|
|
|
1,738
|
|
||
Reserves for excess and obsolete inventory
|
1,246
|
|
|
1,021
|
|
||
Equity compensation
|
1,049
|
|
|
653
|
|
||
Allowance for doubtful accounts
|
599
|
|
|
473
|
|
||
Inventory capitalization
|
600
|
|
|
907
|
|
||
Accrued compensation and benefits
|
1,077
|
|
|
742
|
|
||
Intangible assets
|
37
|
|
|
81
|
|
||
Net operating loss carry forwards
|
—
|
|
|
15
|
|
||
Other
|
440
|
|
|
334
|
|
||
|
22,188
|
|
|
19,181
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Property and equipment
|
(7,542
|
)
|
|
(8,817
|
)
|
||
Prepaid expenses
|
(662
|
)
|
|
(669
|
)
|
||
Other
|
(168
|
)
|
|
(219
|
)
|
||
|
(8,372
|
)
|
|
(9,705
|
)
|
||
|
$
|
13,816
|
|
|
$
|
9,476
|
|
|
April 27,
2013 |
|
April 28,
2012 |
||||
Current assets
|
$
|
12,755
|
|
|
$
|
10,941
|
|
Current liabilities
|
—
|
|
|
(42
|
)
|
||
Non-current assets
|
1,061
|
|
|
30
|
|
||
Non-current liabilities
|
—
|
|
|
(1,453
|
)
|
||
|
$
|
13,816
|
|
|
$
|
9,476
|
|
|
Amount
|
||
Balance as of May 1, 2010:
|
$
|
538
|
|
Gross increases related to prior period tax positions
|
132
|
|
|
Gross decreases related to prior period tax positions
|
(104
|
)
|
|
Gross increases related to current period tax positions
|
81
|
|
|
Lapse of statute of limitations
|
(120
|
)
|
|
Balance as of April 30, 2011:
|
$
|
527
|
|
Gross increases related to prior period tax positions
|
14
|
|
|
Gross decreases related to prior period tax positions
|
(178
|
)
|
|
Gross increases related to current period tax positions
|
86
|
|
|
Lapse of statute of limitations
|
—
|
|
|
Balance as of April 28, 2012:
|
$
|
449
|
|
Gross increases related to prior period tax positions
|
—
|
|
|
Gross decreases related to prior period tax positions
|
(11
|
)
|
|
Gross increases related to current period tax positions
|
129
|
|
|
Lapse of statute of limitations
|
(188
|
)
|
|
Balance as of April 27, 2013:
|
$
|
379
|
|
|
Year Ended
|
||||||||||
|
April 27,
2013 |
|
April 28,
2012 |
|
April 30,
2011 |
||||||
(Increase) decrease:
|
|
|
|
|
|
||||||
Restricted cash
|
$
|
1,120
|
|
|
$
|
377
|
|
|
$
|
(282
|
)
|
Accounts receivable
|
3,364
|
|
|
(4,995
|
)
|
|
(16,837
|
)
|
|||
Long-term receivables
|
2,348
|
|
|
462
|
|
|
(756
|
)
|
|||
Inventories
|
6,656
|
|
|
(7,539
|
)
|
|
(10,341
|
)
|
|||
Costs and estimated earnings in excess of billings
|
(16,335
|
)
|
|
1,173
|
|
|
1,040
|
|
|||
Prepaid expenses and other current assets
|
(658
|
)
|
|
784
|
|
|
82
|
|
|||
Income taxes receivable
|
5,944
|
|
|
(1,120
|
)
|
|
2,574
|
|
|||
Advertising rights and other assets
|
386
|
|
|
226
|
|
|
823
|
|
|||
Increase (decrease):
|
|
|
|
|
|
|
|
|
|||
Accounts payable and accrued expenses
|
7,658
|
|
|
6,975
|
|
|
11,242
|
|
|||
Customer deposits
|
(450
|
)
|
|
1,538
|
|
|
1,940
|
|
|||
Billings in excess of costs and estimated earnings
|
(140
|
)
|
|
(5,899
|
)
|
|
7,179
|
|
|||
Long-term warranty obligations
|
2,932
|
|
|
(767
|
)
|
|
4,561
|
|
|||
Income taxes payable
|
1,023
|
|
|
(215
|
)
|
|
853
|
|
|||
Long-term deferred revenue
|
(576
|
)
|
|
783
|
|
|
1,256
|
|
|||
Other long-term obligations
|
(169
|
)
|
|
(915
|
)
|
|
41
|
|
|||
|
$
|
13,103
|
|
|
$
|
(9,132
|
)
|
|
$
|
3,375
|
|
|
Year Ended
|
||||||||||
|
April 27,
2013 |
|
April 28,
2012 |
|
April 30,
2011 |
||||||
Cash payments for:
|
|
|
|
|
|
||||||
Interest
|
$
|
420
|
|
|
$
|
306
|
|
|
$
|
113
|
|
Income taxes, net of refunds
|
5,422
|
|
|
4,292
|
|
|
(3,683
|
)
|
|
|
Year Ended
|
||||||||||
|
|
April 27,
2013 |
|
April 28,
2012 |
|
April 30,
2011 |
||||||
Demonstration equipment transferred to inventory
|
|
$
|
612
|
|
|
$
|
409
|
|
|
$
|
896
|
|
Purchases of property and equipment included in accounts payable
|
|
1,207
|
|
|
1,475
|
|
|
673
|
|
|||
Contributions of common stock under the employee stock purchase plan
|
|
1,482
|
|
|
1,413
|
|
|
1,382
|
|
|
Fair Value Measurements
|
||||||||||
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Balance as of April 27, 2013:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
40,628
|
|
|
$
|
—
|
|
|
$
|
40,628
|
|
Restricted cash
|
48
|
|
|
—
|
|
|
48
|
|
|||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||
Certificates of deposit
|
—
|
|
|
4,677
|
|
|
4,677
|
|
|||
U.S. Government securities
|
5,018
|
|
|
—
|
|
|
5,018
|
|
|||
U.S. Government sponsored entities
|
—
|
|
|
4,752
|
|
|
4,752
|
|
|||
Municipal obligations
|
—
|
|
|
9,605
|
|
|
9,605
|
|
|||
Derivatives - currency forward contracts
|
—
|
|
|
7
|
|
|
7
|
|
|||
|
$
|
45,694
|
|
|
$
|
19,041
|
|
|
$
|
64,735
|
|
Balance as of April 28, 2012:
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents
|
$
|
29,423
|
|
|
$
|
—
|
|
|
$
|
29,423
|
|
Restricted cash
|
1,169
|
|
|
—
|
|
|
1,169
|
|
|||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||
Certificates of deposit
|
—
|
|
|
7,657
|
|
|
7,657
|
|
|||
U.S. Government securities
|
7,556
|
|
|
—
|
|
|
7,556
|
|
|||
U.S. Government sponsored entities
|
—
|
|
|
4,505
|
|
|
4,505
|
|
|||
Municipal obligations
|
—
|
|
|
5,540
|
|
|
5,540
|
|
|||
Derivatives - currency forward contracts
|
—
|
|
|
(95
|
)
|
|
(95
|
)
|
|||
|
$
|
38,148
|
|
|
$
|
17,607
|
|
|
$
|
55,755
|
|
|
April 27, 2013
|
|
April 28, 2012
|
||||||||
|
U.S.
Dollars
|
|
Foreign
Currency
|
|
U.S.
Dollars
|
|
Foreign
Currency
|
||||
Foreign Currency Exchange Forward Contracts:
|
|
|
|
|
|
|
|
||||
U.S. Dollars/Australian Dollars
|
2,944
|
|
|
2,873
|
|
|
3,315
|
|
|
3,269
|
|
U.S. Dollars/Canadian Dollars
|
492
|
|
|
492
|
|
|
870
|
|
|
868
|
|
U.S. Dollars/British Pounds
|
1,554
|
|
|
1,005
|
|
|
—
|
|
|
—
|
|
U.S. Dollars/Euros
|
1,155
|
|
|
866
|
|
|
130
|
|
|
99
|
|
U.S. Dollars/Singapore Dollars
|
—
|
|
|
—
|
|
|
96
|
|
|
121
|
|
U.S. Dollars/Brazilian Reais
|
—
|
|
|
—
|
|
|
242
|
|
|
436
|
|
|
April 27, 2013
|
|
April 28, 2012
|
||||
Beginning accrued warranty costs
|
$
|
22,215
|
|
|
$
|
22,982
|
|
Warranties issued during the period
|
11,140
|
|
|
8,199
|
|
||
Settlements made during the period
|
(13,875
|
)
|
|
(13,531
|
)
|
||
Changes in accrued warranty costs for pre-existing warranties during the period, including expirations
|
5,666
|
|
|
4,565
|
|
||
Ending accrued warranty costs
|
$
|
25,146
|
|
|
$
|
22,215
|
|
Fiscal years ending
|
|
Amount
|
||
2014
|
|
$
|
2,840
|
|
2015
|
|
2,096
|
|
|
2016
|
|
1,832
|
|
|
2017
|
|
968
|
|
|
2018
|
|
191
|
|
|
Thereafter
|
|
30
|
|
|
|
|
$
|
7,957
|
|
Fiscal years ending
|
|
Amount
|
||
2014
|
|
$
|
1,181
|
|
2015
|
|
399
|
|
|
2016
|
|
262
|
|
|
2017
|
|
200
|
|
|
2018
|
|
200
|
|
|
Thereafter
|
|
—
|
|
|
|
|
$
|
2,242
|
|
|
Fiscal 2013 Quarter Ended
|
||||||||||||||
|
July 28,
2012 |
|
October 27,
2012 |
|
January 26,
2013 |
|
April 27,
2013 |
||||||||
Net sales
|
$
|
132,919
|
|
|
$
|
149,871
|
|
|
$
|
111,050
|
|
|
$
|
124,482
|
|
Gross profit
|
36,390
|
|
|
42,352
|
|
|
27,049
|
|
|
28,103
|
|
||||
Net income
|
6,678
|
|
|
11,547
|
|
|
2,710
|
|
|
1,844
|
|
||||
Basic earnings per share
|
0.16
|
|
|
0.27
|
|
|
0.06
|
|
|
0.04
|
|
||||
Diluted earnings per share
|
0.16
|
|
|
0.27
|
|
|
0.06
|
|
|
0.04
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
Fiscal 2012 Quarter Ended
|
||||||||||||||
|
July 30,
2011 |
|
October 29,
2011 |
|
January 28,
2012 |
|
April 28,
2012 |
||||||||
Net sales
|
$
|
118,698
|
|
|
$
|
135,910
|
|
|
$
|
122,925
|
|
|
$
|
111,994
|
|
Gross profit
|
29,507
|
|
|
31,470
|
|
|
27,855
|
|
|
24,606
|
|
||||
Net income (loss)
|
3,368
|
|
|
3,959
|
|
|
1,666
|
|
|
(505
|
)
|
||||
Basic earnings (loss) per share
|
0.08
|
|
|
0.09
|
|
|
0.04
|
|
|
(0.01
|
)
|
||||
Diluted earnings (loss) per share
|
0.08
|
|
|
0.09
|
|
|
0.04
|
|
|
(0.01
|
)
|
By /s/ James B. Morgan
|
By /s/ Sheila M. Anderson
|
James B. Morgan
|
Sheila M. Anderson
|
Chief Executive Officer
|
Chief Financial Officer
|
June 12, 2013
|
June 12, 2013
|
(a)(1)
|
Financial Statements
|
(2)
|
Schedules
|
(3)
|
Exhibits
|
3.1
|
Amended and Restated Articles of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 filed with our Registration Statement on Form S-1 on December 3, 1993 as Commission File No. 33-72466).
|
|
3.2
|
Amendment to the Articles of Incorporation (Incorporated by reference to Exhibit 3.2 filed with our Annual Report on Form 10-K on July 28, 1999 as Commission File No. 0-23246).
|
|
3.3
|
Amendment to the Articles of Incorporation (Incorporated by reference to the Definitive Proxy Statement on Form DEF-14A filed on July 6, 2006 as Commission File 0-23246).
|
|
3.4
|
Amended and Restated Bylaws of the Company. (1)
|
|
4.1
|
Form of Stock Certificate evidencing Common Stock, without par value, of the Company (Incorporated by reference to Exhibit 4.1 filed with our Amendment No. 1 to the Registration Statement on Form S-1 on January 12, 1994 as Commission File No. 33-72466).
|
|
4.2
|
Shareholders Rights Agreement (Incorporated by reference to Exhibit 4.1 filed with our Form 8-A on August 29, 2008).
|
|
4.3
|
2001 Incentive Stock Option Plan (Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-8 filed on November 8, 2001 as Commission File No. 333-72990).*
|
|
4.4
|
2001 Outside Directors Stock Option Plan (Incorporated by reference to Exhibit 4.2 to our Registration Statement on Form S-8 filed on November 8, 2001 as Commission File No. 333-72990).*
|
|
4.5
|
Daktronics, Inc. 2007 Incentive Stock Plan (Incorporated by reference to Exhibit 10.1 filed with our Quarterly Report on Form 10-Q on August 20, 2007 as Commission File No. 0-23246).*
|
|
10.1
|
Amended and Restated Deferred Compensation Agreement Between Daktronics, Inc. and Aelred Kurtenbach (Incorporated by reference to Exhibit 10.1 filed with our Annual Report on Form 10-K on June 28, 2004 as Commission File No. 0-23246).*
|
|
10.2
|
Amended and Restated Deferred Compensation Agreement Between Daktronics, Inc. and Frank Kurtenbach (Incorporated by reference to Exhibit 10.2 filed with our Annual Report on Form 10-K on June 28, 2004 as Commission File No. 0-23246.)*
|
|
10.3
|
Amended and Restated Deferred Compensation Agreement Between Daktronics, Inc. and James Morgan (Incorporated by reference to Exhibit 10.3 filed with our Annual Report on Form 10-K on June 28, 2004 as Commission File No. 0-23246).*
|
|
DAKTRONICS, INC.
|
|
|
By:
/s/ James B. Morgan
|
|
|
|
Chief Executive Officer and President
|
|
|
(Principal Executive Officer)
|
|
|
|
|
By: /s/ Sheila M. Anderson
|
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
Signature
|
Title
|
Date
|
|
|
|
|
|
By /s/ Byron J. Anderson
|
Director
|
June 12, 2013
|
|
|
Byron J. Anderson
|
|
|
|
|
|
|
By /s/ Robert G. Dutcher
|
Director
|
June 12, 2013
|
|
|
Robert G. Dutcher
|
|
|
|
|
|
|
By /s/ Nancy D. Frame
|
Director
|
June 12, 2013
|
|
|
Nancy D. Frame
|
|
|
|
|
|
|
By /s/ Aelred J. Kurtenbach
|
Director
|
June 12, 2013
|
|
|
Aelred J. Kurtenbach
|
|
|
|
|
|
|
By /s/ Reece A. Kurtenbach
|
Director
|
June 12, 2013
|
|
|
Reece A. Kurtenbach
|
|
|
|
|
|
|
By /s/ James B. Morgan
|
Director
|
June 12, 2013
|
|
|
James B. Morgan
|
|
|
|
|
|
|
By /s/ John L. Mulligan
|
Director
|
June 12, 2013
|
|
|
John L. Mulligan
|
|
|
|
|
|
|
By /s/ Bruce W. Tobin
|
Director
|
June 12, 2013
|
|
|
Bruce W. Tobin
|
|
|
|
|
|
|
By /s/ James A. Vellenga
|
Director
|
June 12, 2013
|
|
|
James A. Vellenga
|
|
|
DAKTRONICS, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Years Ended April 27, 2013, April 28, 2012 and April 30, 2011
(in thousands)
|
|||||||||||||||||||
|
|
|
Additions
|
|
|
|
|
||||||||||||
Description
|
Balance at
Beginning of Year |
|
Charged to
Costs and
Expenses
|
|
Charged to
Other Accounts |
|
Deductions
|
|
Balance
at End of Year |
||||||||||
For the year ended April 27, 2013:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
2,398
|
|
|
$
|
782
|
|
|
$
|
—
|
|
|
$
|
(462
|
)
|
(2)
|
$
|
2,718
|
|
Allowance for excess and obsolete inventories
|
2,851
|
|
|
3,094
|
|
|
1
|
|
(1)
|
(2,660
|
)
|
(3)
|
3,286
|
|
|||||
For the year ended April 28, 2012:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
2,548
|
|
|
110
|
|
|
—
|
|
|
(260
|
)
|
(2)
|
2,398
|
|
|||||
Allowance for excess and obsolete inventories
|
2,139
|
|
|
2,537
|
|
|
11
|
|
(1)
|
(1,836
|
)
|
(3)
|
2,851
|
|
|||||
For the year ended April 30, 2011:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
2,585
|
|
|
101
|
|
|
—
|
|
|
(138
|
)
|
(2)
|
2,548
|
|
|||||
Allowance for excess and obsolete inventories
|
3,414
|
|
|
2,131
|
|
|
10
|
|
(1)
|
(3,416
|
)
|
(3)
|
2,139
|
|
|
DAKTRONICS, INC.
|
|
|
|
|
/s/ Carla S. Gatzke
|
|
Carla Gatzke, Secretary
|
|
Name of Subsidiary
|
Jurisdiction of Incorporation
|
Daktronics Canada, Inc.
|
Canada
|
Daktronics, GmbH
|
Germany
|
Daktronics UK, Ltd.
|
Great Britain
|
Daktronics Shanghai Ltd.
|
Peoples Republic of China
|
Daktronics France SARL
|
France
|
Daktronics Beijing Ltd.
|
Peoples Republic of China
|
Daktronics Australia Pty Ltd.
|
Australia
|
Daktronics Installation, Inc.
|
South Dakota
|
Daktronics Japan, Inc.
|
Japan
|
Daktronics HK Limited
|
Hong Kong
|
Daktronics (International) Limited
|
Macau
|
Daktronics Singapore Pte. Ltd.
|
Singapore
|
Daktronics Spain S.L.
|
Spain
|
Daktronics Brazil, Ltda.
|
Brazil
|
Daktronics Belgium N.V.
|
Belgium
|
Signature
|
Title
|
Date
|
|
|
|
|
|
By /s/ Byron J. Anderson
|
Director
|
June 12, 2013
|
|
|
Byron J. Anderson
|
|
|
|
|
|
|
By /s/ Robert G. Dutcher
|
Director
|
June 12, 2013
|
|
|
Robert G. Dutcher
|
|
|
|
|
|
|
By /s/ Nancy D. Frame
|
Director
|
June 12, 2013
|
|
|
Nancy D. Frame
|
|
|
|
|
|
|
By /s/ Aelred J. Kurtenbach
|
Director
|
June 12, 2013
|
|
|
Aelred J. Kurtenbach
|
|
|
|
|
|
|
By /s/ Reece A. Kurtenbach
|
Director
|
June 12, 2013
|
|
|
Reece A. Kurtenbach
|
|
|
|
|
|
|
By /s/ James B. Morgan
|
Director
|
June 12, 2013
|
|
|
James B. Morgan
|
|
|
|
|
|
|
By /s/ John L. Mulligan
|
Director
|
June 12, 2013
|
|
|
John L. Mulligan
|
|
|
|
|
|
|
By /s/ Bruce W. Tobin
|
Director
|
June 12, 2013
|
|
|
Bruce W. Tobin
|
|
|
|
|
|
|
By /s/ James A. Vellenga
|
Director
|
June 12, 2013
|
|
|
James A. Vellenga
|
|
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended
April 27, 2013
of Daktronics, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financially reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ James B. Morgan
|
|
James B. Morgan
|
|
Chief Executive Officer
|
|
Date: June 12, 2013
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended
April 27, 2013
of Daktronics, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financially reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Sheila M. Anderson
|
|
Sheila M. Anderson
|
|
Chief Financial Officer
|
|
Date: June 12, 2013
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ James B. Morgan
|
James B. Morgan
|
Chief Executive Officer
|
Date: June 12, 2013
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Sheila M. Anderson
|
Sheila M. Anderson
|
Chief Financial Officer
|
Date: June 12, 2013
|